Terms of Service

1. What Precedera Is — and Is Not

Precedera is a software tool that generates draft technical accounting memoranda from facts and documents you provide, using artificial intelligence and a knowledge base of authoritative and interpretive accounting guidance.

Precedera is not an accounting firm, CPA firm, law firm, or professional services provider. We do not provide accounting, auditing, attest, tax, legal, or investment services or advice. No accountant-client, attorney-client, or other professional relationship is created by your use of the Service. Output generated by the Service ("Memos") consists of drafts for review by qualified professionals — it is not a final accounting position, professional opinion, or a substitute for professional judgment.

You are solely responsible for reviewing, verifying, and approving any Memo before relying on it or using it in any business, financial reporting, regulatory, or audit context. We recommend against providing raw AI output from any tool, including Precedera, to your auditors; Memos are intended to accelerate the preparer step, with professional review to follow.

2. Eligibility and Accounts

You must be at least 18 years old and capable of forming a binding contract. You agree to provide accurate registration information, maintain the security of your credentials, and notify us promptly of any unauthorized use. You are responsible for all activity under your account. We may decline registrations from disposable or temporary email services.

3. Your Content and Our License to Process It

"Your Content" means the fact patterns, descriptions, documents, and files you submit to the Service, and the Memos generated for you.

You own Your Content, including the Memos generated from your inputs. We claim no ownership of your inputs or outputs. You grant Precedera a limited, non-exclusive license to host, process, transmit, and display Your Content solely as necessary to provide the Service — including transmitting it to the infrastructure and AI model providers described in our Privacy Policy — and to comply with law. We do not use Your Content to train AI models, and our model providers are engaged under terms that prohibit training on your data.

You represent that you have the rights and permissions necessary to submit Your Content, including any third-party contracts or documents, and that your submission does not violate confidentiality obligations, applicable law, or third-party rights. Do not upload documents you are not authorized to process on third-party systems. You are responsible for evaluating whether your confidentiality, professional, and regulatory obligations permit use of the Service for particular materials.

4. AI Output — Important Limitations

Memos are generated by artificial intelligence. AI systems can produce output that is incomplete, inaccurate, or wrong, including with respect to citations, calculations, and conclusions, even when the output appears authoritative. Illustrative journal entries and computed amounts are estimates derived from the facts provided and are subject to final measurement. Precedera does not warrant that any Memo is accurate, complete, current with the latest standard-setting activity, or suitable for any particular purpose. Section 1 (professional review) applies to all output.

5. Subscriptions, Trial, and Billing

Free trial. New accounts include one (1) free memo generation, no payment method required. The trial is consumed only by a completed memo; requests our system declines to process do not consume it. One trial per person or organization; we may deny trials created to circumvent this limit.

Subscription. The paid plan is $99 per month and includes 15 completed memos per billing period. Additional completed memos in the same period are billed at $15 each as metered usage, invoiced automatically with your next billing cycle. Only completed memos count toward your allotment; declined or failed requests do not. Unused included memos do not roll over.

Payment. Billing is processed by Stripe. By subscribing, you authorize recurring charges to your payment method, including metered overage. Prices may change with at least 30 days' notice, effective at your next billing period.

Cancellation. You may cancel anytime through the billing portal in your dashboard. Cancellation takes effect at the end of the current billing period; you retain access, and remaining included memos, through that date. Your final invoice will include any accrued overage. Except where required by law, payments are non-refundable.

6. Acceptable Use

You agree not to: (a) resell, sublicense, or provide the Service to third parties as a service bureau without our written agreement; (b) reverse engineer, scrape, or extract the Service's underlying prompts, models, or knowledge base; (c) use the Service to develop a competing product; (d) circumvent usage limits, trial limits, or access controls; (e) submit content that is unlawful or infringing; (f) use automated means to access the Service except through documented interfaces we provide; or (g) interfere with the integrity or performance of the Service.

7. Precedera's Intellectual Property

The Service — including its software, design, prompts, workflows, and knowledge-base curation, but excluding Your Content — is owned by Precedera and its licensors and is protected by intellectual property laws. Excerpts of authoritative and interpretive accounting guidance that appear in Memos are cited to their sources; your use of Memos containing such citations remains subject to any rights of the underlying publishers.

8. Availability and Changes

The Service depends on third-party infrastructure and AI model providers, and we do not guarantee uninterrupted availability. We may modify, suspend, or discontinue features with reasonable notice where practicable. We may suspend accounts that violate these Terms, with notice where practicable.

9. Disclaimers

THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING SECTION 1, PRECEDERA DISCLAIMS ALL LIABILITY ARISING FROM RELIANCE ON MEMOS WITHOUT QUALIFIED PROFESSIONAL REVIEW.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) PRECEDERA WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, OR GOODWILL; AND (B) PRECEDERA'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID TO PRECEDERA IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR $100 IF YOU HAVE PAID NOTHING). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

11. Indemnification

You will defend and indemnify Precedera against claims arising from (a) Your Content, including claims that you lacked rights to submit it; (b) your use of Memos in professional, reporting, or regulatory contexts; or (c) your violation of these Terms or applicable law.

12. Termination

You may stop using the Service and cancel at any time. We may terminate or suspend your account for material breach of these Terms. Upon termination, your right to use the Service ends; Sections 1, 3 (your ownership), 4, and 7–14 survive. Data deletion upon account closure is described in the Privacy Policy.

13. Governing Law and Disputes

These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute informally by contacting [legal@precedera.com]. Subject to Section [14, if adopted], disputes will be resolved in the state or federal courts located in [county, state], and the parties consent to their jurisdiction.

14. General

These Terms, together with the Privacy Policy, are the entire agreement between you and Precedera regarding the Service. We may update these Terms; material changes will be notified by email or in-product notice at least 14 days before taking effect, and continued use after the effective date constitutes acceptance. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. If any provision is unenforceable, the remainder stays in effect. Notices to Precedera: [legal@precedera.com].